Ernst Teunissen
CriteoAbout Ernst Teunissen
Ernst Teunissen (age 59) is an independent director of Criteo S.A., appointed in 2024, and currently serves as Chair of the Compensation Committee and as a member of the Audit Committee . He is a former CFO of TripAdvisor and Cimpress with deep capital markets and M&A experience, and holds degrees from the University of Surrey (MSc), University of Oregon (MBA), and Nijenrode University (BBA), positioning him as a financially sophisticated “audit committee financial expert” per Nasdaq/SEC standards . The Board has determined he is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TripAdvisor | Chief Financial Officer; Chief Executive – Viator, TheFork & CruiseCritic | 2015–2022 | Led global finance operations; responsible for acquisitions, investments, JVs |
| Cimpress | Chief Financial Officer | 2009–2015 | Oversaw revenue growth from ~$600M to $1.8B and multiple acquisitions |
| ThreeStone Ventures | Founder | 2003–2009 | Investor/operator background |
| Manifold Partners | Co-Founder | 2003–2009 | Investment/strategy experience |
| Morgan Stanley | Executive Director (Media & Communications) | 1999–2003 | Capital markets transactions (IPOs, follow-ons, debt) |
| Deutsche Bank | Senior Associate Director (Global Telecommunications) | 1997–1999 | Sector banking expertise |
| Monitor Company | Senior Strategy Consultant | 1990–1997 | Strategy/transformation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Just Eat Takeaway.com N.V. | Supervisory Board Member; Audit Committee Member | 2024–Present | Public company; food delivery marketplace |
| Printful | Director; Chair of Audit Committee | 2021–Present | Audit leadership role |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Determined independent under SEC/Nasdaq standards .
- Attendance: 100% Board meeting attendance for the portion of 2024 he served; Board met 12 times in 2024; Audit met 5 times; Compensation met 7 times (plus one joint meeting) .
- Audit committee financial expertise: Board determined he is an “audit committee financial expert” under SEC rules .
- Executive sessions: Non‑management directors hold regular executive sessions without management .
- Board leadership: Independent Chair (van der Kooi); no Lead Independent Director currently .
Fixed Compensation
| Component (FY 2024 unless noted) | Detail | Amount |
|---|---|---|
| Fees Earned or Paid in Cash | Director cash remuneration (includes amounts required to be used to purchase shares) | $135,970 |
| Stock Awards | Not applicable—independent directors do not receive RSUs by French law | — |
| Option Awards | Not applicable—options not granted to independent directors by French law | — |
| All Other Compensation | Tax/social withholding gross-up paid by company | $19,959 |
| Total | FY2024 director compensation total | $155,929 |
Director compensation structure (policy-level):
- Annual cash retainer: $50,000 .
- Committee membership fees: Audit $12,500; Compensation $10,000; Nominating & Governance $6,000 .
- Committee chair fees: Audit $25,000; Compensation $20,000; Nominating & Governance $12,000 .
- Annual equity attendance remuneration: $200,000 for non-employee directors (used to buy shares on open market; two‑year holding) .
- Net cash used to purchase shares (Mr. Teunissen, FY2024): $100,000; shares purchased: 1,888; subject to two‑year holding period .
- Attendance gating: Cash remuneration contingent on 100% attendance at scheduled in‑person Board and committee meetings (with limited exceptions) .
Performance Compensation
| Performance Metric Tied to Director Pay | Status |
|---|---|
| Any revenue/EBITDA/TSR/ESG metric linked to director compensation | None disclosed; independent director pay is cash + open‑market share purchases; RSUs/Options prohibited under French law |
Note: The Compensation Discussion & Analysis performance metrics (Contribution ex‑TAC, Adjusted EBITDA, Retail Media Contribution ex‑TAC) apply to executive pay, not director pay .
Other Directorships & Interlocks
- Current public boards: Just Eat Takeaway.com N.V. (Supervisory Board; Audit Committee); Printful (Director; Audit Chair) .
- Potential interlocks/conflicts: No related‑party transactions disclosed involving Mr. Teunissen other than indemnification; related‑party approvals follow French Commercial Code Articles L.225‑38 et seq. and require Board/Shareholder approval, with interested persons recused .
Expertise & Qualifications
- Skills matrix: Highlighted expertise across Technology, Corporate Finance & Accounting, Public Company Board, Leadership, Global Operations, Strategy/Transformation, M&A, Marketing, Cybersecurity .
- Education: MSc (University of Surrey); MBA (University of Oregon); BBA (Nijenrode University) .
- Financial sophistication: Determined “audit committee financial expert” (SEC definition) by the Board .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (3/31/2025) | 1,888 shares; <1% |
| Ownership as % of shares outstanding | <1% of 53,631,272 shares |
| Vested vs. unvested | Shares purchased on open market subject to two‑year holding period (functions as vesting) |
| Options (exercisable/unexercisable) | None—independent directors do not receive options |
| Pledging/Hedging | Company policy prohibits pledging/hedging, short sales, and derivatives; no pledges disclosed for Mr. Teunissen |
| Director ownership guidelines | Required to own lesser of 17,308 shares or a value equal to 5× annual cash retainer within 5 years; must retain 100% of acquired shares until compliant if short |
| Compliance status | As of 3/31/2025, ownership (1,888 shares) below guideline; within 5‑year compliance window (joined 2024) |
Governance Assessment
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Strengths
- Independent director with deep CFO and capital markets background; designated audit committee financial expert .
- Committee leadership (Compensation Chair) and dual committee service (Audit) signal strong engagement; 100% attendance in 2024 period served; committee cadence robust (Audit 5; Compensation 7 +1 joint) .
- Shareholding alignment mechanism via mandatory open‑market purchases with two‑year holding; director ownership guidelines in place .
- Anti‑hedging/anti‑pledging policy, clawback framework, and rigorous related‑party approval process reduce governance risk .
-
Watch items / RED FLAGS
- Tax/social gross‑ups: Independent directors receive company‑paid gross‑ups on equity attendance remuneration (Mr. Teunissen: $19,959 in 2024), which some investors view as shareholder‑unfriendly .
- Ownership guideline shortfall currently (1,888 vs. 17,308 shares or 5× cash retainer), though within allowed 5‑year ramp; monitor progress to compliance .
- Related‑party indemnification agreement requires shareholder approval (standard in France); executed July 8, 2024; ensure transparency and continued recusal from approvals .
-
Overall
- Teunissen brings high‑value finance and strategy oversight to Criteo’s board, evidenced by committee leadership and expertise designation, with strong attendance and independence .
- Alignment mechanisms exist but current ownership is modest; the two‑year holding requirement and five‑year guideline window mitigate concerns if accumulation continues .
- Gross‑up practice and the prohibition on RSUs/options for independent directors under French law shape the pay mix; investors should weigh these against the attendance‑contingent structure and open‑market equity purchases without dilution .